CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. The General Partner and its affiliates have conflicts of interest with respect to the Offer as set forth below. Conflicts of Interest with Respect to the Offer. The General Partner has conflicts of interest with respect to the Offer, including conflicts resulting from its affiliation with IPT and the Purchaser. The General Partner also would have a conflict of interest (i) as a result of the fact that a sale or liquidation of the Partnership's assets would result in a decrease or elimination of the fees paid to the General Partner and/or its affiliates and (ii) as a consequence of the Purchaser's ownership of Units, because the Purchaser (which is an affiliate of the General Partner) may have incentives to seek to maximize the value of its ownership of Units, which in turn may result in a conflict for the General Partner in attempting to reconcile the interests of the Purchaser (which is an affiliate of the General Partner) with the interests of the other Limited Partners. In addition, the Purchaser (which is an affiliate of the General Partner) is making the Offer with a view to making a profit. Accordingly, there is a conflict between the desire of the Purchaser (which is an affiliate of the General Partner) to purchase Units at a low price and the desire of the Limited Partners to sell their Units at a high price. The General Partner has indicated in the Schedule 14D-9 that it is remaining neutral and making no recommendation as to whether Limited Partners should tender their Units pursuant to the Offer. LIMITED PARTNERS ARE URGED TO READ THIS OFFER TO PURCHASE AND THE SCHEDULE 14D-9 AND THE RELATED MATERIALS CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER THEIR UNITS. Voting by the Purchaser. The Limited Partnership Agreement provides that the General Partner has absolute discretion as to whether to admit an assignee of Units to the Partnership as a substituted Limited Partner. The Purchaser (which is an affiliate of the General Partner) will seek to be admitted to the Partnership as a substituted Limited Partner upon consummation of the Offer and, when admitted, will have the right to vote each Unit purchased pursuant to the Offer. Even if the Purchaser (which is an affiliate of the General Partner) is not admitted to the Partnership as a substituted Limited Partner, however, the Purchaser nonetheless will have the right to vote each Unit purchased in the Offer pursuant to the irrevocable appointment by tendering Limited Partners of ...
CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. The General Partner and its affiliates have conflicts of interest with respect to the Offer as set forth below. Conflicts of Interest with Respect to the Offer. The General Partner has conflicts of interest with respect to the Offer, including conflicts resulting from its affiliation with the Purchaser. The General Partner also would have a conflict of interest (i) as a result of the fact that a sale or liquidation of the Partnership's assets would result in a decrease or elimination of the fees paid to the General Partner and/or its affiliates and (ii) as a consequence of the Purchaser's ownership of Units, because the Purchaser (which is an affiliate of the General Partner) may have incentives to seek to maximize the value of its ownership of Units, which in turn may result in a conflict for the General Partner in attempting to reconcile the interests of the Purchaser with the interests of the other Limited Partners. In addition, the Purchaser is making the Offer with a view to making a profit. Accordingly, there is a conflict between the desire of the Purchaser to purchase Units at a low price and the desire of the Limited Partners to sell their Units at a high price. The Partnership has indicated in the Schedule 14D-9 that it is remaining neutral and making no recommendation as to whether Limited Partners should tender their Units pursuant to the Offer. The Partnership states, however, that if a Limited Partner desires to obtain cash for its Units presently, it believes that those Limited Partners should tender their Units for the greatest purchase price. Limited Partners are urged to read this Offer to Purchase and the Schedule 14D-9 and the related materials carefully and in their entirety before deciding whether to tender their Units. Voting by the Purchaser. The Purchaser (which is an affiliate of the General Partner) will seek to be admitted to the Partnership as a substituted Limited Partner upon consummation of the Offer and, if admitted, will have the right to vote each Unit purchased pursuant to the Offer. Even if the Purchaser (which is an affiliate of the General Partner) is not admitted to the Partnership as a substituted Limited Partner, however, the Purchaser nonetheless will have the right to vote each Unit purchased in the Offer pursuant to the irrevocable appointment by tendering Limited Partners of the Purchaser and its managers and designees as proxies with respect to the Units tendered by such Limited Partners and accepted for payme...
CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. (a) Subject to the limitations expressly set forth herein, any Partner and any Affiliate of any Partner may engage in or possess an interest in any business or activity whatsoever, whether now existing or hereafter created, without any accountability to the Partnership or any Partner. This Agreement shall not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds, income or profit thereof or therefrom. No Partner shall be obligated to offer any business opportunity to the Partnership or any other Partner.
(b) Subject to the limitations expressly set forth herein, the Partnership may enter into any arrangement, contract, agreement or business venture that is not prohibited under the Act with any Partner or any Partner's Affiliates. Each Partner understands and acknowledges that the conduct of the business of the Partnership will involve business dealings with such other business ventures or undertakings of the Partners and their Affiliates. Without limiting the generality of the foregoing, the Partnership, at the discretion of the General Partner, may borrow funds from any Partner or any Partner's Affiliates. Except to the extent otherwise provided herein, any material transaction between the Partnership and any Partner or Affiliate of a Partner shall be on terms reasonably determined by the General Partner to be no less favorable than the terms which could be obtained from unrelated third parties.
CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. The general partner of your partnership and its affiliates have conflicts of interest with respect to our offer as set forth below. CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER. The general partner of your partnership has conflicts of interest with respect to our offer, including conflicts resulting from its affiliation with us. The general partner of your partnership also would have a conflict of interest (i) because a sale or liquidation of your partnership's assets would result in a decrease or elimination of the fees paid to the general partner of your partnership and/or its affiliates and (ii) because we may have incentives to maximize the value of our ownership of units, which in turn may result in a conflict for the general partner of your partnership in attempting to reconcile our interests with the interests of the other limited partners. In addition, we are making our offer with a view to making a profit. Accordingly, there is a conflict between our desire to purchase units at a low price and your desire to sell your units at a high price. Your partnership has indicated in the Schedule 14D-9 that it is remaining neutral and making no recommendation as to whether you should tender your units in our offer. YOU ARE URGED TO READ THIS OFFER TO PURCHASE AND THE SCHEDULE 14D-9 AND THE RELATED MATERIALS CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING WHETHER TO TENDER YOUR UNITS.
CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. (a) Except as otherwise provided in Section 6.8 below, any Partner and any Affiliate of any Partner may conduct any business or activity whatsoever without any accountability to the Partnership or any Partner even if such business or activity competes with the business of the Partnership. This Agreement shall not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds thereof.
(b) The Partnership may enter into any arrangement, contract, agreement, or enter into any other business venture with any of the other Partners or any of their Affiliates that is permitted under the Act, including without limitation, the borrowing of money, provided that the terms of such transaction are determined in good faith by the General Partner to be fair to the Partnership. Each Partner understands and acknowledges that the conduct of the business of the Partnership will involve business dealings and borrowings with such other businesses or undertakings of the Partners and their Affiliates.
(c) The Partnership is expressly authorized to enter into a management contract with an Affiliate of the General Partner substantially in the form of Exhibit A hereto (the “Management Contract”) and it is expressly understood and agreed that the Partnership will borrow funds from the General Partner and its Affiliates through credit facilities maintained by them or otherwise.
CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. (a) Any Partner and any Affiliate of any Partner may engage in or possess an interest in any business or activity whatsoever, whether presently existing or hereafter created, without any accountability to the Partnership or any Partner.
(b) The Partnership may enter into any arrangement, contract, agreement or business venture that is not prohibited under the Act with any Partner or any Partner's Affiliates. Each Partner understands and acknowledges that the conduct of the business of the Partnership will involve business dealings with such other business ventures or undertakings of the Partners and their Affiliates. It is expressly understood and agreed that the Partnership, at the discretion of the General Partner, may borrow funds from any Partner or its Affiliates; provided, however, that any material transaction of the Partnership with any Partner or Affiliate of a Partner shall be on terms reasonably determined by the General Partner to be comparable to the terms which could be obtained from third parties.
CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. CONFLICTS OF INTEREST WITH RESPECT TO THE OFFER. The general partner of your partnership is a subsidiary of AIMCO. Accordingly, the general partner of your partnership has substantial conflicts of interest with respect to the offer. The general partner of your partnership has a fiduciary obligation to obtain a fair offer price for you, even as a subsidiary of AIMCO. As a consequence of our ownership of units, we may have incentives to seek to maximize the value of our ownership of units, which in turn may result in a conflict for your general partner in attempting to reconcile our interests with the interests of the other limited partners. Additionally, we desire to purchase units at a low price and you desire to sell units at a high price. The general partner of your partnership makes no recommendation as to whether you should tender or refrain from tendering your units. Such conflicts of interest in connection with the offer and the operation of AIMCO differ from those conflicts of interest that
CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. (a) Any Member and any Affiliate of any Member may engage in or possess an interest in any business or activity whatsoever, whether presently existing or hereafter created, without any accountability to the LLC or any Member. No Member shall be obligated to offer any business opportunity to the LLC or any other Member.
(b) The LLC may enter into any arrangement, contract, agreement or business venture that is not prohibited under the Act with any Member or any Member’s Affiliates. Each Member understands and acknowledges that the conduct of the business of the LLC may involve business dealings with such other business ventures or undertakings of the Members and their Affiliates.
CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. (a) Except as otherwise provided in Section 6.8 below, any Partner and any Affiliate of any Partner may Conduct any business or activity whatsoever without any accountability to the Partnership or any Partner even if such business or activity competes with the business of the Partnership. This Agreement shall not give the Partnership or any Partner any interest in, or right to, any such business or activity or any proceeds thereof.
(b) The Partnership may enter into any arrangement, contract, agreement, or enter into any other business venture with any of the other Partners or any of their Affiliates that is permitted under the Act, including without limitation, the borrowing of money, provided that the terms of such transaction are determined in good faith by the General Partner to be fair to the Partnership. Each Partner understands and acknowledges that the conduct of the business of the Partnership will involve business dealings with such other businesses or undertakings of the Partners and their Affiliates.
(c) The Partnership is expressly authorized to enter into a management contract with an Affiliate of the General Partner substantially in the form of Exhibit B hereto (the “Management Contract”).
CONFLICTS OF INTEREST AND TRANSACTIONS WITH AFFILIATES. (a) Any Partner and any Affiliate of any Partner may engage in or possess an interest in any business or activity whatsoever, whether presently existing or hereafter created, without any accountability to the Partnership or any Partner. No Partner shall be obligated to offer any business opportunity to the Partnership or any other Partner.
(b) The Partnership may enter into any arrangement, contract, agreement or business venture that is not prohibited under the Act with any Partner or any Partner’s Affiliates. Each Partner understands and acknowledges that the conduct of the business of the Partnership may involve business dealings with such other business ventures or undertakings of the Partners and their Affiliates.
